August 29, 2023
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ES-CON JAPAN Ltd.
Takatoshi Ito,
President & Representative Director(TSE Prime Market, Code: 8892)
Kenji Fujita,
Director, Head of Management Division+81-03-6230-9308

Notice of Partial Revision of Performance-Based Stock Reward
System for Directors
As announced today in the Notice Concerning Change in Fiscal Year End, Partial Amendments toArticles of Association, and Establishment of a Date of Record for the Convocation of Extraordinary
General Meeting of Shareholders, ES-CON JAPAN Ltd. (“ES-CON JAPAN”) will change its fiscalyear end, subject to approval at the Extraordinary General Meeting of Shareholders scheduled forNovember 29, 2023 (“this General Meeting of Shareholders”).
ES-CON JAPAN has resolved at today's board of directors meeting to propose, at this General
Meeting of Shareholders, an agenda concerning the partial version of the performance-based stock
reward system for directors (excluding directors (auditors), external directors, and non-executivedirectors) and (authorized) executive managing officers (“Directors, etc.”; the same applying
hereinafter unless otherwise stated) introduced in FY2015 (“the System”; the trust agreement to beexecuted with Resona Bank, Ltd. with respect to the System is referred to as the “Trust Agreement”;
the trust to be established in accordance with the Trust Agreement is referred to as the “Trust”),
subject to the change in the Company's fiscal year end.
1. Background and purpose of this revision

While a partial revision in the System was approved at the 26th Regular General Meeting ofShareholders held March 26, 2021, in the event that the Partial Amendments to Articles of
Association to be proposed at this General Meeting of Shareholders is approved as proposed, theCompany's fiscal year end will change from December to March. In connection with this, we haveresolved to review and partially revise the contents of the System, subject to shareholder approval,and have decided to submit this proposal to this General Meeting of Shareholders for approval.
There will be no change in the maximum number of the ES-CON JAPAN shares to be granted toDirectors, etc.
For more information on the previous version of the System, please refer to the “Notice ofIntroduction of Performance-based Stock Reward System for Directors” dated February 13, 2015;“Notice of Continuation and Partial Revision of Performance-based Stock Reward System forDirectors” dated January 30, 2020; “Notice of Partial Correction of Notice of Continuation and Partial
Revision of Performance-based Stock Reward System for Directors” dated March 13, 2020; and“Notice of Partial Revision of Performance-based Stock Reward System for Directors” dated
February 24, 2021.

12. Details of revisions of the System

The System as it stands will be revised with respect to the following points, subject to approval atthis General Meeting of Shareholders:(Key revisions from the current version of the System)
Item
Target period

Calculation method
cap on number ofshares of to begranted to ES-CON
JAPAN’s directors

Before revision
Three fiscal years from the fiscal year
ending December 2021 until the fiscal
year ending December 2023 and eachsubsequent period of three fiscal years
Consolidated operating income andtotal shareholder return (TSR) shall be
adopted as the calculation method.
ES-CON JAPAN will assign points inaccordance with the state of progress
toward the goal for consolidated
operating income based on the numberof standard shares for each position
stipulated at the beginning of the fiscalyear ending December 2021. Annual
points assigned annually to the subject
parties will be accumulated in theperformance for the fiscal year ending
December 2023.
Points are calculated by multiplying theaccumulated annual points assigned by
the rate of deviation between theCompany's TSR and the TSE1 Real
Estate TOPIX growth rate.

After revision
Three fiscal years from the fiscal year
ending December 2021 until the fiscalyear ending March 2024 and eachsubsequent period of three fiscal years
Consolidated operating income andtotal shareholder return (TSR) shall beadopted as the calculation method.
ES-CON JAPAN will assign points inaccordance with the state of progress
toward the goal for consolidated
operating income based on the numberof standard shares for each position
stipulated at the beginning of the fiscal
year ending December 2021. Annual
points assigned annually to the subject
parties will be accumulated in theperformance for the fiscal year ending
March 2024.
Points are calculated by multiplying theaccumulated annual points awarded by
the rate of deviation between theCompany's TSR and the TSE Prime
Market Real Estate TOPIX GrowthRate.

There will be no change in the maximum amount of the contribution or the maximum number ofpoints that can be assigned per fiscal year.
[Reference] <Content of Trust Agreement>① Name:Board benefit trust for executives② Entrusting party:
ES-CON JAPAN③ Trustee:Resona Bank, Limited
Resona Bank, Limited will enter into a specific comprehensive
Trust Agreement with Custody Bank of Japan, Ltd. The latter
will be the re-trustee.
④ Beneficiaries:
Directors, etc. who fulfill the specified requirements⑤ Trust administrator: Third party having no interest in ES-CON JAPAN⑥ Type of trust:Monetary trust other than a money trust (other interest trust)⑦ Date of conclusion of trust agreement:
April 1, 2015⑧ Trust term:
From April 1, 2015, to the closing of the Trust2